Groupon, Inc. — Director's Dealing 2019

Mar 19, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2019-03-15

Reporting Person: Randolfi Michael O (CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-15	Common Stock	M	56603	—	Acquired	568389	Direct
2019-03-15	Common Stock	F	25076	$3.53	Disposed	543313	Direct
2019-03-15	Common Stock	M	14459	—	Acquired	557772	Direct
2019-03-15	Common Stock	F	4237	$3.53	Disposed	553535	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-15	Restricted Stock Units	$	M	56603	Disposed		Common Stock (56603.0)	Direct
2019-03-15	Restricted Stock Units	$	M	14459	Disposed		Common Stock (14459.0)	Direct

Footnotes

F1: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.

F2: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F3: 56,603 of the restricted stock units reported on this line vest on each of March 15, 2019 and March 15, 2020; 113,208 of the restricted stock units reported on this line will vest on March 15, 2021; and 56,604 of the restricted stock units reported on this line will vest on March 15, 2022, in each case subject to Mr. Randolfi's continued employment with the Company through each vesting date.

F4: 57,838 of the restricted stock units reported on this line vested in equal installments quarterly beginning on June 15, 2018 and ending on March 15, 2019; and 124,903 of the restricted stock units reported on this line will vest in equal installments quarterly beginning on June 15, 2019 and ending on March 15, 2020; in each case subject to Mr. Randolfi's continued employment with the Company through each vesting date.